{"url_path":"/sec/csai/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1709628/0001683168-26-005311-index.html","accession_number":"0001683168-26-005311","cik":"0001709628","ticker":"CSAI","issuer_name":"CLOUDASTRUCTURE, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1709628/0001683168-26-005311-index.html","primary_entity_key":"0001709628","primary_entity_name":"CLOUDASTRUCTURE, INC."},"word_count":440,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into a Material Definitive Agreement.**\n\n** **\n\nOn June 30, 2026, Cloudastructure, Inc., a Delaware\ncorporation (the “Company”), entered into an Exchange Agreement (the “Exchange Agreement”) with\nStreeterville Capital, LLC, a Utah limited liability company (“Streeterville”), pursuant to which the Company issued\na Promissory Note (the “Exchange Note”) in the original principal amount of $1,299,870 for 1,170 shares of Series 2\nConvertible Preferred Stock held by Streeterville (the “Exchanged Shares”). This exchange was completed on June 30,\n2026. Upon consummation of the exchange, the Exchanged Shares were surrendered by Streeterville and cancelled. No additional consideration\nwas given by Streeterville in connection with the exchange. The exchange was effected in reliance on the exemption from registration under\nSection 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).\n\n \n\nThe Exchange Note matures on July 30, 2027, thirteen\n(13) months from the issue date. The Exchange Note bears interest at a rate of 9.5% per annum, compounded daily on the basis of a 360-day\nyear, and is unsecured. Beginning July 30, 2026, Streeterville has the right to redeem up to $108,332.50, plus any accrued and unpaid\ninterest, per calendar month (the “Maximum Monthly Redemption Amount”). The Exchange Note also provides for limited\nredemptions in connection with certain trading price conditions. The Exchange Note contains customary trigger events, including, among\nothers: (a) failure to pay amounts when due; (b) bankruptcy or insolvency events; (c) consummation of a Fundamental Transaction (as defined\nin the Exchange Note) without repayment of the Exchange Note; (d) failure to observe any covenant under the Exchange Note or the Exchange\nAgreement; (e) delisting of the Company’s Class A common stock from Nasdaq; and (f) the occurrence of a Series 2 Event of Default\n(as defined in the Exchange Note). Upon the occurrence of a Trigger Event, Streeterville may increase the outstanding balance of the Exchange\nNote by 10% on a one-time basis. If a Trigger Event is not cured within five (5) trading days of notice from Streeterville, it becomes\nan Event of Default, upon which Streeterville may accelerate the Exchange Note, and default interest accrues at 15% per annum. The Exchange\nNote may not be prepaid by the Company so long as Streeterville owns any shares of the Company’s Series 2 Convertible Preferred\nStock (the “Series 2 Preferred”).\n\n \n\nThe foregoing description of the Exchange Agreement\nand Exchange Note is not complete and is qualified in its entirety by reference to the full text of the Exchange Agreement and Exchange\nNote, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated in this Item 1.01\nby reference."}